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Agreement will not constitute a waiver of that provision. The waiver of any provision of this Agreement shall only be
<br />effective if made in writing signed by the authorized representatives of ADP and Client and shall not operate or be
<br />construed to waive any future omission or breach of, or compliance with, any other provision of this Agreement.
<br />15.9. Headings. The headings used in this Agreement are for reference only and do not define, limit, or otherwise
<br />affect the meaning of any provisions hereof.
<br />15.10. Severability. If any provision of this Agreement is finally determined to be invalid, illegal or unenforceable
<br />by a court of competent jurisdiction, the validity, legality or enforceability of the remainder of this Agreement will not in any
<br />way be affected or impaired and such court shall have the authority to modify such invalid, illegal or unenforceable provision
<br />to the extent necessary to render such provision valid, legal or enforceable, preserving the intent of the parties to the
<br />furthest extent permissible.
<br />15.11. Relationship of the Parties. The performance by ADP of its duties and obligations under this Agreement will
<br />be that of an independent contractor and nothing contained in this Agreement will create, construe or imply an agency,
<br />joint venture, partnership or fiduciary relationship of any kind between ADP and Client. None of ADP's employees, agents
<br />or subcontractors will be considered employees, agents or subcontractors of Client. Unless expressly stated in this
<br />Agreement, none of ADP, its employees, agents or its subcontractors may enter into contracts on behalf of, bind, or
<br />otherwise obligate Client in any manner whatsoever.
<br />15.12. Governing Law. This Agreement is governed by the laws of the State of New York without giving effect to
<br />its conflict of law provisions.
<br />15.13. Jurisdiction. Any disputes that may arise between ADP and Client regarding the performance or interpretation
<br />of this Agreement shall be subject to the exclusive jurisdiction of the state and federal courts of New York, New. The
<br />parties hereby irrevocably consent to the exclusive jurisdiction of the state and federal courts of New York, New York and
<br />waive any claim that any proceedings brought in such courts have been brought in an inconvenient forum. THE PARTIES
<br />HEREBY IRREVOCABLY WAIVE THEIR RIGHT TO TRIAL BY JURY.
<br />15.14. Communications Regarding Offers. In connection with the Services, with the exception of Global HCM,
<br />Canadian Services and employees and/or participants outside of the United States, ADP may from time to time identify
<br />products and/or services that will benefit Client's employees and/or participants (collectively, "Offers"). In order to extend
<br />such Offers to Client's employees and/or participants, Client agrees that ADP may use Client's employee and participant
<br />contact information, including email addresses for such purpose. Upon thirty days' prior written notice, Client may elect
<br />for ADP to cease sending future Offers to its employees and/or participants. In addition, each communication sent by
<br />ADP will comply with applicable laws and will enable the recipient to opt -out of receiving additional Offers from ADP.
<br />15.15. Counterparts. This Agreement may be signed in two or more counterparts by original, .pdf (or similar
<br />format for scanned copies of documents) or facsimile signature, each of which shall be deemed an original, but all of which
<br />together shall constitute one and the same instrument.
<br />15.16. Notices. All notices required to be sent or given under this Agreement will be sent in writing and will be
<br />deemed duly given and effective (i) immediately if delivered in person, or (ii) upon confirmation of signature recording
<br />delivery, if sent via an internationally recognized overnight courier service with signature notification requested to
<br />Client at the address indicated on the signature page hereof or to ADP at ADP, LLC, 400 W. Covina Boulevard, San
<br />Dimas, California 91773, Attn: Legal Department or to any other address a party may identify in writing from time to time.
<br />A copy (which shall not constitute notice) of all such notices shall be sent to ADP at One ADP Boulevard, MS 425,
<br />Roseland, New Jersey 07068, Attention: General Counsel and to Client at , , Attention: General Counsel.
<br />15.17. Survival. Those provisions which by their content are intended to, or by their nature would, survive the
<br />performance, termination, or expiration of this Agreement, shall survive termination or expiration of this Agreement.
<br />EXHIBIT GAD P MASTER SERVICES AGREEMENT
<br />ATTY/AGR/2019.118/CHERRYROAD ERP IMPLEMENTATION SERVICES
<br />REV: 05-13-19 PR Page 145 of 172
<br />G-12
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